[For Information Purpose Only]
December 6, 2013
To All Concerned Parties
Name of REIT Issuer:
Invincible Investment Corporation
Naoki Fukuda, Executive Director
Roppongi Hills Mori Tower, 6-10-1 Roppongi,
Minato-ku, Tokyo, Japan(Securities code: 8963)
URL: http: //www.invincible-inv.co.jp/eng/
Asset manager:
Consonant Investment Management Co., Ltd.
Naoki Fukuda, President and CEO
Contact: Akiko Watanabe, Manager(Tel. +81-3-5411-2731)

Notice concerning Issuance of New Investment Units
by way of Third-Party Allotment
Invincible Investment Corporation (“INV”) announced today its decision concerning the issuance of
new investment units by way of a third-party allotment (the “Third-Party Allotment”), as follows.
1. Issuance of new investment units(1) Number of new investment units(2) Issue price(3) Total issue price(4) Offering or allotment method(5) Subscription period(6) Payment date(7) Allottee and number of investment units tobe allotted(8) Subscription units

224,887 units
JPY 13,340 per unit
JPY 2,999,992,580
Third-party allotment
December 16 , 2013 (Monday)
December 20, 2013 (Friday)
Rayo Godo Kaisha: 149,925 units
SCG 16 Godo Kaisha: 74,962 units
Minimum of one unit and in increments of one
unit(9) Placement agent
SMBC Nikko Securities Inc.
(10) Each item of the above is subject to (i) a loan agreement being executed for the New Loan as
described below in “3 Purpose and reason for Issuance” on or prior to the Payment Date,and drawdown of the New Loan being securely expected to occur on Payment date, or otherdate as is agreed with the lenders for the New Loan subject to the approval of the allottees,and (ii) the registration being effective pursuant to the Financial Instruments and Exchange
Act.

This English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the1[For Information Purpose Only]
2. Changes in number of issued investment units after the issuanceTotal number of currently issued investment units: 1,348,292 units
Increase in the number of investment units by this issuance: 224,887 units
Total number of issued investment units after this issuance: 1,573,179 units

3. Purpose and reason for issuance
INV and Consonant Investment Management Co., Ltd. (the “Asset Manager”), which is an asset
manager to which INV entrusts the asset management services, consider that (i) strengtheningof the financial foundation through a reduction of borrowing costs and lowering of loan to value
ratio (LTV) and (ii) enhancement of fund-raising capability through borrowings and equity
financing, are the essential next steps to redevelop the medium-to-long term financial strategies
and the continuous growth strategy for INV’s future. Therefore, INV and the Asset Manager
have seriously considered the repayment of existing borrowings by way of new financing,
improvement of borrowing terms such as the reduction of interest rates, the implementation ofother financial strategies and capital policies.
As a result, INV decided to raise JPY 20,350 million of new borrowings (“New Borrowings”)
from a syndicate led by Sumitomo Mitsui Banking Corporation (“SMBC”) and The Bank ofTokyo-Mitsubishi UFJ, Ltd. (“BTMU”). INV will simultaneously procure JPY 2,999 million by
way of the Third-Party Allotment to Rayo GK (“Rayo”,which belongs to Fortress Group (Note 1)),and SCG 16 Godo Kaisha (“SCG 16”) of which Secured Capital Investment Management Co.,
Ltd. (“Secured Capital”) acts as the executive officer. The combined funds raised from the
New Borrowings and the Third-Party Allotment will be used to prepay the full amount of theterm loan syndicate B due on July 31, 2014 (“Syndicate Loan B”), and the term loan Shinsei
Trust A (“Shinsei Trust Loan A”) and the term loan Shinsei Trust B (“Shinsei Trust Loan B”)
each due on January 30, 2015. Refinancing the existing loans (the “Refinancing”) (Note 2) is a
key step to reducing interest rates while strengthening INV’s lender relationships, whichenables INV to improve its financial soundness for future investment opportunities in turnenhancing unitholder value.
(Note1)

Together with Calliope GK (the parent company of Asset Manager, “Calliope”),which is an affiliate ofFortress Investment Group LLC (“FIG”), Rayo, FIG and its affiliates, the “Fortress Group”(Note2)For details of New Borrowings and payment before maturity of existing borrowings, please refer to “Noticeconcerning Debt Financing and Payment before Maturity of Existing Borrowings” as of today.

INV, in discussions with financial institutions related to Refinancing, concluded that a lower LTV(based on appraisal value) was necessary in order to enhance the lender formation withimproved borrowing terms. Therefore, INV decided to procure a part of the funds for
Refinancing via a Third-Party Allotment primarily due to the relative certainty of funding in an
expeditious and cost efficient manner. Main alllottee for the Third-Party Allotment, Rayo, wasselected because it belongs to the Fortress Group, and SCG16 was selected because bothThis English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the2[For Information Purpose Only]
SCG16 and Infinite Value Investment Ltd.(“Infinite”), a large unitholder of INV, are within thesame group under a fund managed by an affiliate of Secured Capital.
As for the period ending June 2014 (the 22nd fiscal period) and subsequent periods, it isexpected that the distribution per investment unit will increase after the implementation of the
Refinancing and Third-Party Allotment compared to the distribution since the merger in
February 2010, resulting from the decrease in borrowing costs and the increase in the net
income. No change to the distribution per unit is expected for the fiscal period ending
December 2013 (the 21st fiscal period) as announced in INV’s Financial Summary on August28, 2013.

For the details of the forecast of financial results and distributions for the 21st fiscal period
ending December 2013 and the 22nd fiscal period ending June 2014, please refer to the press
release titled “Notice concerning Revision of Forecasted Financial Results for the 21st Fiscal
Period Ending December 2013 and concerning Forecasted Financial Results and Distribution
per Unit for the 22nd Fiscal Period Ending June 2014” as of today.
4. Amount to be procured, use of proceeds, and scheduled timing of expenditure of procured funds(1) Amount to be procured (approximate net proceeds)
JPY 2,978,992,580 (Note)(Note) Amount to be procured (approximate net proceeds) (JPY 2,978,992,580) = total amount of proceeds to be
procured (JPY 2,999,992,580) – expenses on issuing new investment units (JPY 21,000,000) (estimatedamount)(2) Details of use of proceeds and scheduled timing of expenditure of procured funds
The amount to be procured from the Third-Party Allotment (approximate net proceeds) is
JPY 2,978,992,580.
The chart below shows detailed use of the proceeds.
Scheduled Timing of
Detailed Use
Amount (JPY millions)
Expenditure of Procured
Funds
Part of funds used to repay
borrowings (the Syndicate Loan
B, Shinsei Trust Loan A and2,978
December 20, 2013
Shinsei Trust Loan B) and
expenses related to Refinancing
5. Projections of LTV after the issuanceIn the case of the implementation of this transaction, the entire amount of funds procured
through the Third-Party Allotment and from New Borrowings (Note 1) are allocated to therepayment of existing borrowings, and the LTV based on the total amount of unitholder capital(Note 2) is projected to decrease from 57.5% as of the end of June 2013 to 53.9%, and LTV
based on appraisal value (Note 3) is also projected to decrease from 59.0% to 55.6%.
This English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the3[For Information Purpose Only](Note 1)For details of New Borrowings and the payment before maturity of existing borrowings, please refer to thepress release titled “Notice concerning Debt Financing and Payment before Maturity of Existing
Borrowings” as of today.

(Note 2)

LTV based on total amount of unitholder capital is calculated using the following formula.
LTV based on total amount of unitholder capital = interest-bearing debt / (interest-bearing debt + total
amount of unitholder capital + capital surplus) x 100
Further, the total amount of unitholder capital is calculated based on the total amount of unitholder capitalas of today (JPY 26,134,396,789) plus amount of increase due to the Third Party Allotment(JPY 2,999,992,580 ) and the amount of capital surplus as of today (JPY 6,264,432,000).

(Note 3)

LTV based on appraisal value is calculated using the following formula.
LTV based on appraisal value = interest-bearing debt / appraisal value as of the end of June 2013

(Note 4)

LTV is rounded to the nearest first decimal place.

6. Rationale behind the use of proceeds
The funds procured from the Third-Party Allotment, together with the funds simultaneously
procured from the New Borrowings, will be allocated to the prepayments of the Syndicate Loan
B, the Shinsei Trust Loan A and the Shinsei Trust Loan B. Such prepayments in the fullamount of the above existing borrowings will be made in order to reduce the total amount ofborrowings, improve the borrowing conditions such as a significant decrease in the interest
rates in addition to strengthening lender formation via long-term new borrowings. Part of thefunds procured are expected to be used to repay borrowing related expenses as describedabove.
INV will be able to improve its financial soundness and improve its fund-raising capacity throughborrowings and equity finance as a result of the transactions above. The decrease inborrowing costs will help net income increase and lead to a higher distribution per unit for theperiods from and after the fiscal period ending June 2014 (the 22nd fiscal period). INV believes
that the use of proceeds as described above will help strengthen its financial base andcontribute to its continued growth over the medium-to-long term, and therefore judges the above
use of proceeds a rational choice.
7. Rationale behind conditions of issuance, etc.
(1) Basis for calculation of issue price
The issue price of JPY 13,340 is equivalent to the closing price of INV’s investment units
announced by the Tokyo Stock Exchange (“TSE”) on December 5, 2013, the business day
immediately prior to the date of resolution of the issuance. The issue price has been
determined upon consultations with the allottees in view of INV’s total number of investment
units issued and outstanding, its financial condition and business environment.
The closing price of INV’s investment unit on the business day immediately prior to the dateof resolution of the issuance of the Third-Party Allotment, the average closing price(amounts are rounded to the nearest whole number) of investment units of INV for theThis English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the4[For Information Purpose Only]
one-month, three-month and six month period up to the business day immediately prior to
the date of resolution of the issuance of the Third-Party Allotment are; JPY 13,385(one-month average), JPY 13,491 (three-month average) and JPY 13,413 (six-monthaverage), respectively. The issue price is 0.3% discount to the one-month average, 1.1%
discount to the three-month average and 0.5% discount to the six-month average.

(2) Basis for judging that the number of issuance and degree of dilution of investment units isrational
The Third-Party Allotment will result in an approximate 16.68% dilution to the existing
investment units. However, INV will prepay the entire amount of the Syndicate Loan B, theShinsei Trust Loan A and the Shinsei Trust Loan B by using the funds procured
simultaneously from the Third-Party Allotment and New Borrowings, which will decrease
borrowing costs and increase net income. Even after factoring in the dilution of investment
units resulting from the Third-Party Allotment, the distribution per unit for the periods fromand after the fiscal period ending June 2014 (the 22nd fiscal period) is expected to increase
compared to the distribution for the periods after the merger in February 2010.
As for the distribution of the fiscal period ending December 2013 (the 21st fiscal period), theexpected distribution per unit remains at JPY 200 per share, the same amount announced in
Financial Summary as of August 28, 2013, even after taking into consideration (i) the
dilution of investment units resulting from the Third-Party Allotment and (ii) various one-time
expenses (financing costs) incurred for the Refinancing and the implementation of theThird-Party Allotment. This is partially due to utilizing JPY 37 million (part of the surplus
based on negative goodwill from the merger described above (the “Surplus”)) and the
expectation that JPY 354 million of profit from financing cost adjustment will be recorded in
the fiscal period ending December 2013 (the 21st fiscal period).
The amount of the funds procured from the Third-Party Allotment has been determined upon
consultations among INV, the Asset Manager and the lenders concerning the New
Borrowings to (i) decrease the borrowing costs by refinancing in order to pay existing
borrowings described above before maturity, (ii) strengthen its financial base throughlowering the LTV ratio, and (iii) realize the improvement of fund-raising capacity throughborrowings and equity finance. Therefore, INV believes that the amount raised through theThird-Party Allotment is rational.
INV also believes that the Refinancing and the Third-Party Allotment will help strengthen its
financial base and foresees a significant improvement in its profitability, further enhancing
unitholder value. Thus INV judged that the degree of dilution by the Third-Party Allotment isrational.
Rayo, the main allottee of the Third-Party Allotment, does not fall under the definition ofSponsor-related Persons (Note) set forth in INV’s internal rules against conflicts of interest inconnection with the asset management of INV by Asset Manager. However, Rayo accepts
This English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the5[For Information Purpose Only]
an investment from an anonymous association through the funds managed by an affiliate of
FIG, which is an affiliate of Calliope. (Calliope is the parent company of Asset Manager andfalls under the definition of Sponsor-related Persons.) Therefore, although the third-party
allotment to Rayo does not fall under the category of Transactions with Sponsor-related
Persons under INV’s internal rules for acquisition and/or transfer of investment assets, AssetManager treats Rayo as a person equivalent to the Sponsor-related Persons. The executionof the agreement regarding the Third-Party Allotment to Rayo was approved by thecompliance committee and the board of directors after careful discussion concerning theappropriateness of conditions of the related transactions, pursuant to the internal regulationsof the Asset Manager (i.e., the Regulations on Transactions with Sponsor-related Persons
and the Management Manual regarding Transactions with Sponsor-related Persons).
(Note) The Sponsor-related Persons mean (i) any person who falls under the “Interested Persons, etc.” set forthin the Act on Investment Trusts and Investment Corporations and the Enforcement Order of the Act on
Investment Trusts and Investment Corporations, (ii) all shareholders of Asset Manager and (iii) special
purpose companies (tokubetsu mokuteki kaisha) (a) which delegate their management to persons who
fall under (ii)or (b) which are invested or made investment in anonymous association by persons who

fall under (ii).

8. Reason, etc., for selection of allottee(1) Profile of allottee(a) Company name
Rayo Godo Kaisha(b) Location
c/o EP Consulting Services Corporation
1-2-9 Nishi-shimbashi, Minato-ku, Tokyo(c) GroundsofJapanese Law
establishment, etc.
(d) Purposeof Investment in real estate-related instruments in Japan, including
formation
investment equity in the investment corporations(e) Date of formation
July 24, 2013(f) Investment amountJPY 100,000 (as of the date hereof)(g) Investor, investment
FJOF QII 2 L. P.
ratio and overview
99% of equity interests in the anonymous associationof investor (as of theRayo does not disclose the overview of investor
date hereof)(h) Overview
ofExecutive Member: Rayo General Incorporated
Company nameexecutive officer
Association
c/o EP Consulting Services Corporation
Location
1-2-9 Nishi-shimbashi, Minato-ku, Tokyo
Title/name ofRepresentative Administrative Officer:
representative
Masayuki Meguro
Major Businessa. Acquisition, holding and disposal of sharesThis English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the6[For Information Purpose Only]and equity interests in stock corporation(Kabuhiki Kaisha), membership company(Mochibun Kaisha) and special purpose
company (Tokutei Mokuteki Kaisha)b. Any businesses relating to or ancillary to
the above.
(i)Relationship of thefund with INV andAsset Manager

Relationship ofthe fund with INV
and
Asset
Manager[Capital relationship]
INV and Asset Manager have no capital
relationship to be mentioned with the fund.
However, the fund accepts an anonymous
partnership investment through funds which aremanaged by an affiliate of FIG that is an affiliate
of Calliope. Calliope holds 609,942 units(holding ratio: 45.23%) of the issued investment
units of INV as at the end of June 2013.
Furthermore, Calliope holds 100% of the issued
shares of Asset Manager as of the date hereof,
and therefore, Calliope is the parent company
of Asset Manager.
[Personal relationship]
INV have no personal relationship to bementioned with the fund. However, as of thedate hereof, among officers and employees ofAsset Manager, Mr. Naoki Fukuda, President
and CEO, is seconded from Calliope, andfurthermore, Christopher Reed, Director, isseconded from Fortress Real Estate Asia Godo
Kaisha, which is a subsidiary of FIG.
[Business relationship]
INV and Asset Manager have no business
relationship to be mentioned with the fund.
However, Calliope indirectly holds part of theeconomic benefits in respect of the loan madeby Shinsei Trust & Banking Co., Ltd. to INV asof July 29, 2011.

Relationship oftheexecutive
officer with INV
and
Asset
Manager

INV and Asset Manager have no capital
relationships, personal relationships orbusiness relationships to be mentioned with theexecutive officer. Furthermore, INV and AssetManager and their relevant parties and affiliatedcompanies have no noteworthy capitalThis English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the7[For Information Purpose Only]
relationships, personal relationships orbusiness relationships with the executive officer
of Rayo and its relevant parties and affiliatedcompanies.
* INV has confirmed that Rayo General Incorporated Association which is the executive officer of the allotteethat the allottee, directors and officers of the said allotee and main shareholders (main capital investors) of thesaid allottee do not have any relationships with racketeers, etc. and have submitted a written confirmation to
the TSE stating the aforementioned.

(a)Company name

SCG 16 Godo Kaisha(b)

Location

4-1-28 Toranomon, Minato-ku, Tokyo(c)

Grounds
ofestablishment, etc.

Japanese Law(d)Purposeformation(e)Date of formation

March 13, 2013(f)

Investment amountJPY 1 million (As of the date hereof)(g)

Investor, investment
ratio and overview
of investor(as of thedate hereof)

Secured Capital Investment Management Co, Ltd.: 100%
SCG 16 does not disclose the overview of the anonymous investor

Overview
executive officer

Company nameSecured Capital Investment Management Co.,Ltd.

Location

4-1-28 Toranomon
Minato-ku, Tokyo

Title/name ofrepresentative

Representative Director and CEO,Jun Daikuhara

Major Business

Investments in and management of real estates
and credit

Relationship ofthe fund with INV
and
Asset

There is no investment from INV and AssetManager and INV’s relevant parties andaffiliated companies, regardless directly or

(h)

(i)

of

of

Relationship of thefund with INV andAsset Manager

a.
b.
c.
d.

Financial business
Sale and purchase of loan
Acquisition, holding and disposal of securities
Acquisition, holding and disposal of investments in anonymous
partnership and limited partnership for investmente. Acquisition, holding disposal, leasing and management of realestatef. Acquisition, holding and disposal of beneficiary interest in realestate trustg. Any businesses relating to or ancillary to the above.

This English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the8[For Information Purpose Only]
Manager
indirectly.
Relationship oftheexecutive
office with INV
and
Asset
Manager

INV and Asset Manager have no capital
relationships, personal relationships orbusiness relationships to be mentioned with theexecutive officer. Furthermore, INV and AssetManager and their relevant parties and affiliatedcompanies have no noteworthy capital
relationships, personal relationships orbusiness relationships with the executive
officer’s relevant parties and affiliatedcompanies.

* INV has confirmed that the allottee, directors and officers of the said allotee and main shareholders (maincapital investors) of the said allottee do not have any relationships with racketeers, etc. and have submitted awritten confirmation to the TSE stating the aforementioned.

(2) Reason for Selecting the allottee(a) Background of selection of allottee
The main allottee, Rayo, belongs to Fortress Group as is the case with Calliope. As ofthe date hereof, Calliope is the parent company of Asset Manager that holds 100% of
the shares of Asset Manager, as well as a major unitholder of INV that holds 45.23% of
the units of INV. INV and Asset Manager (i) have built a good relationship with
Fortress Group since July 2011 when Calliope became INV’s sponsor, realizing
financial and portfolio restructuring and improvement and enhancement of its
profitability, and (ii) aim to receive the future continued support from Fortress Group.
INV decided to allocate part of the Third-Party Allotment to Rayo, in light of the above
as well as (a) the market price of INV’s current investment unit, (b) financial condition,(c) the certainty of the funding and the period of time required to implement financing,and (d) consultation with the lenders concerning the New Borrowings.
Furthermore, INV concluded that the allottee, SCG16, of which Secured Capital is theexecutive officer, would continue to support INV since Infinite, which is within the samegroup with SCG 16 under a fund managed by an affiliate of Secured Capital, is a major
unitholder of INV (holding ratio : 3.88%) as of the latest fiscal period end (June 30,2013). Therefore, INV decided to allocate part of the Third-Party Allotment to SCG16.
(b) Certainty of investment
Rayo, which belongs to Fortress Group, a global investment management firm, andSCG16 whose executive officer is Secured Capital, that manages a major unitholder
of INV, Infinite, and is the largest alternative management company in the region
specializing on Asia, plan to subscribe for the third-party allotment. Rayo plans toThis English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the9[For Information Purpose Only]
procure capital from one or more affiliates of the funds managed by the FortressGroup, and SCG16 plans to procure capital from an affiliate managed by Secured
Capital. INV considers that, due to these capital procurement arrangements, therespective allottees will be able to obtain enough capital to acquire the allocatednumber of investment units to be issued through the Third-Party Allotment.

Furthermore, the Third-Party Allotment shall be implemented on the condition that all
requirements described in the above “1. Issuance of new investment units (10)” aresatisfied. The Third-Party Allotment will not be realized unless the conditions are
satisfied.
(3)

Ownership policy of allottee
Rayo, which is a main allotee of the Third-Party Allotment, belongs to the Fortress Group,and INV and Asset Manager have confirmed that (i) Calliope has intention to offer
sustainable sponsor support for INV, and (ii) Calliope and Rayo currently intend to own (a)INV’s investment units that Calliope owns as of today and (b) INV’s investment units to beacquired by Rayo through the Third-Party Allotment for the time being.
In addition, INV and Asset Manager have confirmed that SCG16 currently also expects toaim for the growth of INV in the medium to long-term, and intends to own INV’s investment
units to be acquired through the Third-Party Allotment for the time being.

9. Transaction with the interested party
Rayo, one of the allottees of the Third-Party Allotment, does not fall under the definition ofSponsor-related Persons (Note) set forth in INV’s internal rules against conflicts ofinterest in connection with the asset management of INV by Asset Manager. However,this allottee accepts an investment from an anonymous association through the funds, etc.,
managed by an affiliate of FIG, which is an affiliate of Calliope. (In addition, Calliope is theparent company of Asset Manager and falls under the definition of Sponsor-related Persons.)
Therefore, although the third-party allotment to Rayo does not fall under the category ofTransactions with Sponsor-related Persons under INV’s internal rules for acquisition/transfer,etc. of investment assets, Asset Manager treats the company as a person equivalent to theSponsor-related Persons and the execution of the agreement regarding the Third-Party Allotment
to the company was approved after careful discussion concerning the appropriateness ofconditions of the related transactions at the compliance committee meeting and the board of
directors meeting, pursuant to the internal regulations of the Asset Manager (i.e. theRegulations on Transactions with Sponsor-related Persons and the Management
Manual regarding Transactions with Sponsor-related Persons).
(Note) The Sponsor-related Persons mean (i) any person who falls under the “Interested Persons, etc.” set
forth in the Act on Investment Trusts and Investment Corporations and the Enforcement Order of the
Act on Investment Trusts and Investment Corporations, (ii) all shareholders of Asset Manager andThis English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the10

[For Information Purpose Only](iii) special purpose companies (tokubetsu mokuteki kaisha) (a) which delegate their management topersons who fall under (ii) or (b) which are invested or made investment in anonymous association
by persons who fall under (ii).

10. Major unitholders and ratio of investment units held
(1) Major unitholders and ratio of investment units held, before and after the third-party
allotment
Before the Third-Party Allotment (as of June
After the Third-Party Allotment (Note 2)
30, 2013)
Ratio
Ratio ofof
investinvestment
Unitholder name
Unitholder name
ment
units
units
held
held
Calliope Godo Kaisha

45.23 %

Calliope Godo Kaisha

38.77%New Mission Funding Co., Ltd.

9.59 %

Rayo Godo Kaisha

9.53%

JP Morgan Chase Bank 380180

7.27 %New Mission Funding Co., Ltd.

8.22%

Goldman Sachs International

4.97 %JP Morgan Chase Bank 380180

6.23%

4.15 %

SCG16 Godo Kaisha

4.76%

3.88 %

Goldman Sachs International

4.26%

Japan Trustee Services Bank, Ltd. (Trustaccount)
Infinite Value Investment Ltd
The Nomura Trust and Banking Co., Ltd.
(Investment trust account)
Trust & Custody Services Bank, Ltd.
(securities investment account)
The Master Trust Bank of Japan, Ltd.
(Trust account)kabu.com Securities Co., Ltd.

Total
(Note 1)
(Note 2)

3.06 %

1.76 %

1.62 %

0.59 %

82.18 %

Japan Trustee Services Bank, Ltd. (Trustaccount)
Infinite Value Investment Ltd
The Nomura Trust and Banking Co., Ltd.
(Investment trust account)
Trust & Custody Services Bank, Ltd.
(securities investment account)
Total

3.55%

3.33%

2.62%

1.51%

82.82%The ratio of investment units held to the total number of issued investment units in the above table
is rounded down to the second decimal place.
The table above shows the condition of unitholders in the event the Third-Party Allotment is
executed on the condition that the content of the unitholder registry as of June 30, 2013 has notchanged. Therefore, the actual condition of unitholders might be different from the above.

This English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the11[For Information Purpose Only](Note 3)The situation of large holdings of the share holdings reports (including reports of changes) filed inrelation to the investment units of INV between July 1, 2013 and December 5, 2013, is as follows:

Filing dateAugust 22, 2013(2)

Unitholder name

Prospect Asset Management, Inc.

Number ofinvestment
units held (total
number) (units)

Ratio ofinvestment
units held (%)

77,854

5.77

Matters related to satisfaction of conduit requirements
The investment unit holding ratio of Rayo, is scheduled to be about 9.53%, and if thisnumber of investment units is added to the investment units held by Calliope (sponsor),which also belongs to the Fortress Group, the investment unit holding ratio is expected to
be about 48.30%. INV believes that the requirements for a non-family corporation in the
conduit requirements (i.e., the company does not fall under the category of a family
corporation in which one of the unitholders and its special interested parties owns over
50% of the total outstanding investment units or total voting rights as of the end of thebusiness year) will be satisfied.
However, since INV does not have any particular agreement with Calliope and Rayoregarding holding and acquisition of investment unit except the agreement provided in “8.
Reason, etc., for selection of allottee, (3) Ownership policy of allottee” above, thisrequirement of non-family corporation may be contravened depending on the Allottee’s
investment status in the future. Furthermore, even if the requirement of non-family
corporation is contravened, INV does not expect to have any additional tax burdens as
INV has JPY 20,561 million of tax loss carry forward (as of the end of June 2013) which
may be carried forward to 35th Fiscal Period Ending December 31, 2020 at a maximum,
and taxable income for tax purpose will be offset by the loss carry forwards to the extent
within the carrying period and to the extent of the balance thereof.

11. Future forecasts
For the details of the forecast of financial results for the 21st Fiscal Period Ending December 31,
2013 (July 1, 2013 – December 31, 2013) and 22nd Fiscal Period Ending June 30, 2014
(January 1, 2014 – June 30, 2014) after the implementation of the Refinancing and theThird-Party Allotment, please refer to the press release titled “Notice concerning Revision of
Forecasted Financial Results for the 21st Fiscal Period Ending December, 2013 and concerning
Forecasted Financial Results and Distribution per Unit for the 22nd Fiscal Period Ending June,2014” as of today.

This English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the12[For Information Purpose Only]
12. Operating results and condition of equity finance for last three fiscal periods, etc.
(1) Operating results for last three fiscal periods
Fiscal period
Fiscal period
Fiscal period
ended December
ended June 2012
ended June 20132012
Net Income per Unit (JPY）

95

85

249

Distribution per Unit (JPY)

200

117

264

Actual Dividend Payout Ratio

210.5%

137.6%

106.0%Net Assets per Unit (JPY)24,34624,231

24,363(Note 1)

The figures in “Net Income per Unit (JPY)” and “Net Assets per Unit (JPY)” are rounded to the(Note 2)

With respect to “Distribution per Unit (JPY),” distributions were made by utilizing the Surplus in thenearest yen.

amount of JPY 141 million, JPY 43 million and JPY 20 million in the fiscal period ended June 2012,
December 2012 and June 2013, respectively.

(2) Condition of recent investment unit prices(a) Condition of last three fiscal periods
Fiscal period ended
June 2012

Fiscal period ended
December 2012

Fiscal period ended
June 2013

Opening priceJPY 6,280

JPY 6,450

JPY 6,230

High price

JPY 7,160

JPY 6,540

JPY 14,480

Low price

JPY 6,060

JPY 6,080

JPY 6,230

Closing priceJPY 6,380

JPY 6,160

JPY 13,690(b) Condition of last six months
Jun. 2013

Jul. 2013

Aug. 2013

Sep. 2013

Oct. 2013

Nov. 2013

Opening price

JPY 13,200

JPY 13,600

JPY 13,570

JPY 12,980

JPY 13,800

JPY 13,360

High price

JPY 13,690

JPY 13,930

JPY 14,000

JPY 13,940

JPY 13,820

JPY 13,540

Low price

JPY 11,860

JPY 13,060

JPY 12,610

JPY 12,720

JPY 13,290

JPY 13,050

Closing price

JPY 13,690

JPY 13,750

JPY 12,960

JPY 13,930

JPY 13,530

JPY 13,500(c) Investment unit price on business date immediately prior to the resolution on issuance
December 5, 2013
Opening price

JPY 13,340

High price

JPY 13,420

Low price

JPY 13,300

Closing price

JPY 13,340(Note)

Investment unit prices are based on transaction prices at the TSE.

This English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the13[For Information Purpose Only](3) Condition of equity finance for last three fiscal periods
N/A.

Note: This English language notice is a summary translation of the Japanese language notice releasedon December 6, 2013 and was prepared solely for the convenience of, and reference by, non-Japanese
investors. No warranties or assurance are given for its accuracy or completeness of this English
translation. Readers are urged to read the original Japanese language notice.

This English language notice is a translation of the Japanese-language notice released on December 6, 2013 and was prepared solely
for the convenience of, and reference by, non-Japanese investors. It is not intended as an inducement or solicitation for investment.
We caution readers to undertake investment decisions based on their own investigation and responsibility. This translation of theoriginal Japanese-language notice is provided for informational purposes only, and no warranties or assurances are given regarding
the accuracy or completeness of this English translation. Readers are advised to read the original Japanese-language notice. In the14